|
|
|
||
(State or other jurisdiction of incorporation or organization)
|
(Commission File Number)
|
(I.R.S Employer Identification No.)
|
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
|
Title of each class
|
Trading Symbol(s)
|
Name of each exchange on which registered
|
||
|
|
|
||
|
|
|
||
|
|
|
||
|
|
|
Item 8.01. |
Other Events.
|
Series of Notes
|
Interest Rate (per annum)
|
Maturity Date
|
Interest Payment Dates
|
Floating Rate Notes
|
Floating rate, reset quarterly, equal to Compounded SOFR (as defined in the Fifteenth Supplemental Indenture), plus 0.490%
|
February 20, 2026
|
February 20, May 20, August 20 and November 20, beginning on May 20, 2024
|
2026 Notes
|
4.950%
|
February 20, 2026
|
February 20 and August 20, beginning on August 20, 2024
|
2027 Notes
|
4.900%
|
February 22, 2027
|
February 22 and August 22, beginning on August 22, 2024
|
2029 Notes
|
4.900%
|
February 22, 2029
|
February 22 and August 22, beginning on August 22, 2024
|
2031 Notes
|
5.100%
|
February 22, 2031
|
February 22 and August 22, beginning on August 22, 2024
|
2034 Notes
|
5.200%
|
February 22, 2034
|
February 22 and August 22, beginning on August 22, 2024
|
2044 Notes
|
5.500%
|
February 22, 2044
|
February 22 and August 22, beginning on August 22, 2024
|
2054 Notes
|
5.550%
|
February 22, 2054
|
February 22 and August 22, beginning on August 22, 2024
|
2064 Notes
|
5.650%
|
February 22, 2064
|
February 22 and August 22, beginning on August 22, 2024
|
Item 9.01
|
Financial Statements and Exhibits.
|
(d)
|
Exhibits
|
Exhibit
No.
|
Description
|
|
1.1
|
Underwriting Agreement, dated February 14, 2024, among Bristol-Myers Squibb Company and the underwriters named therein.
|
|
4.1
|
Fifteenth Supplemental Indenture, dated as of February 22, 2024, by and between Bristol-Myers Squibb Company and The Bank of New York Mellon, as Trustee, to the Indenture dated as of June 1, 1993.
|
|
4.2
|
Form of $500,000,000 Floating Rate Notes due 2026 (included as Exhibit A to Exhibit 4.1)
|
|
4.3
|
Form of $1,000,000,000 4.950% Notes due 2026 (included as Exhibit B to Exhibit 4.1)
|
|
4.4
|
Form of $1,000,000,000 4.900% Notes due 2027 (included as Exhibit C to Exhibit 4.1)
|
|
4.5
|
Form of $1,750,000,000 4.900% Notes due 2029 (included as Exhibit D to Exhibit 4.1)
|
|
4.6
|
Form of $1,250,000,000 5.100% Notes due 2031 (included as Exhibit E to Exhibit 4.1)
|
|
4.7
|
Form of $2,500,000,000 5.200% Notes due 2034 (included as Exhibit F to Exhibit 4.1)
|
|
4.8
|
Form of $500,000,000 5.500% Notes due 2044 (included as Exhibit G to Exhibit 4.1)
|
|
4.9
|
Form of $2,750,000,000 5.550% Notes due 2054 (included as Exhibit H to Exhibit 4.1)
|
|
4.10
|
Form of $1,750,000,000 5.650% Notes due 2064 (included as Exhibit I to Exhibit 4.1)
|
|
5.1
|
Opinion of Kirkland & Ellis LLP.
|
|
23.1
|
Consent of Kirkland & Ellis LLP (included in Exhibit 5.1 of this Current Report on Form 8-K).
|
|
104
|
The cover page from this Current Report on Form 8-K formatted in Inline XBRL (included as Exhibit 101).
|
Exhibit
No. |
Description
|
|
Underwriting Agreement, dated February 14, 2024, among Bristol-Myers Squibb Company and the underwriters named therein.
|
||
Fifteenth Supplemental Indenture, dated as of February 22, 2024, by and between Bristol-Myers Squibb Company and The Bank of New York Mellon, as Trustee, to the Indenture dated as of June 1, 1993.
|
||
Form of $500,000,000 Floating Rate Notes due 2026 (included as Exhibit A to Exhibit 4.1)
|
||
Form of $1,000,000,000 4.950% Notes due 2026 (included as Exhibit B to Exhibit 4.1)
|
||
Form of $1,000,000,000 4.900% Notes due 2027 (included as Exhibit C to Exhibit 4.1)
|
||
Form of $1,750,000,000 4.900% Notes due 2029 (included as Exhibit D to Exhibit 4.1)
|
||
Form of $1,250,000,000 5.100% Notes due 2031 (included as Exhibit E to Exhibit 4.1)
|
||
Form of $2,500,000,000 5.200% Notes due 2034 (included as Exhibit F to Exhibit 4.1)
|
||
Form of $500,000,000 5.500% Notes due 2044 (included as Exhibit G to Exhibit 4.1)
|
||
Form of $2,750,000,000 5.550% Notes due 2054 (included as Exhibit H to Exhibit 4.1)
|
||
Form of $1,750,000,000 5.650% Notes due 2064 (included as Exhibit I to Exhibit 4.1)
|
||
Opinion of Kirkland & Ellis LLP.
|
||
Consent of Kirkland & Ellis LLP (included in Exhibit 5.1 of this Current Report on Form 8-K).
|
||
104
|
The cover page from this Current Report on Form 8-K formatted in Inline XBRL (included as Exhibit 101).
|
BRISTOL-MYERS SQUIBB COMPANY
|
||
Dated: February 22, 2024
|
By:
|
/s/ Kimberly M. Jablonski
|
Name:
|
Kimberly M. Jablonski
|
|
Title:
|
Corporate Secretary
|